SEC Form 4 · accession 0001209191-16-095417

Financial Engines, Inc. · FNGN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael E. Martin

Director

Period of report

Feb 1, 2016

Accepted (ET)

Feb 3, 2016 · 5:35 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001430592

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.0001 per share (^F1,F2,F3	holding	—	—		—	8,218,256	I	see footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option NQ (Right to Buy)^F4	$27.01	Feb 1, 2016	A	25,000	A	—	Feb 1, 2026	Common Stock	25,000	25,000	D

Explanation of responses

F1The stockholders of the Issuer are Warburg Pincus X Partners, L.P., a Delaware limited Partnership ("WP X Partners") and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X", and together with WP X Partners, the "WP X Funds"), which indirectly holds shares of Common Stock through its wholly owned subsidiary, WP X Finance, L.P, a Delaware limited partnership ("WP x Finance"). WP X is the general partner of WP X GP, L.P., a Delaware limited partnership which is the managing general partner of WP X Finance. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X and WP X Partners. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. [footnote cont'd]
F2[continuation] Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC") is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy and, together with the WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC, the "WP Entities") are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to be the beneficial owners of the shares of Common Stock held by the WP X Funds. Michael E. Martin, a director of the Issuer, is a Partner of WP and a Member and Managing Director of WP LLC. All shares of Common Stock indicated as owned by Mr. Martin are included because of his affiliation with the WP Entities. [footnote cont'd]
F3[continuation] Mr. Martin disclaims beneficial ownership of all shares held by the WP Entities, and this report shall not be deemed an admission that for purposes of Section 16 of the Exchange Act or otherwise, that Mr. Martin or any of the WP Entities is the beneficial owner of the Common Stock.
F4The option award vests as to 6,250 shares on 2/1/17, and the remaining shares vest monthly thereafter from 3/1/17 to 2/1/2020.